The Company recorded second-quarter sales of $251.6 million, which included two months of results from its acquisition of ATMI on April 30, 2014. Second-quarter net loss of $14.7 million, or $0.11 per diluted share, included amortization of intangible assets of $9.4 million and aggregated acquisition and integration-related costs associated with the acquisition of ATMI of $66.6 million. Non-GAAP net income was $27.4 million, or $0.20 per diluted share.

For the first half of fiscal 2014, sales were $417.4 million, up 22 percent from the first half of 2013. Net loss for the first half of 2014 was $0.4 million which included amortization of intangible assets of $11.7 million and aggregated acquisition and integration-related costs associated with the acquisition of ATMI of $67.9 million. Non-GAAP earnings per share for the first six months of 2014 were $0.32 per diluted share versus $0.28 per diluted share a year ago.

Bertrand Loy, president and chief executive officer, said: "We are very pleased with the results for the second quarter. Business trends were positive across all major business units. Most notably, our sales were boosted by record-level shipments of leading-edge wafer handling FOUPs and fluid handling products related to new fab construction activity."

Mr. Loy added: "Our second-quarter performance demonstrates the accretion potential of our combination with ATMI. We are excited about the capabilities of a broader suite of solutions to help our customers ramp their new technologies and enhance their yields. Our integration is on track and we expect to be ahead of schedule in realizing the $30 million of annualized cost synergies."

Quarterly Financial Results Summary

(in millions, except per share data)

GAAP Results

Q2-2014

Q2-2013

Q1-2014

Net sales

$251.6

$177.5

$165.8

Operating (loss) income

($23.4)

$26.4

$18.5

Operating margin

(9.3%)

14.9%

11.2%

Net (loss) income

($14.7)

$19.8

$14.3

(Loss) earnings per share (EPS)

($0.11)

$0.14

$0.10

Non-GAAP Results

Non-GAAP adjusted operating income

$47.2

$28.7

$22.2

Adjusted operating margin

18.8%

16.2%

13.4%

Non-GAAP net income

$27.4

$21.3

$16.7

Non-GAAP EPS

$0.20

$0.15

$0.12

Sales in the second quarter of 2014 included approximately $60 million of ATMI generated sales.

Third-Quarter Outlook

For the fiscal third quarter ending September 27, 2014 the Company expects sales of $255 million to $275 million, net loss of $5 million to $12 million, and loss per diluted share between $0.04 to $0.09 per share. On a non-GAAP basis, EPS is expected to range from $0.15 to $0.20 per diluted share, which reflects net income on a non-GAAP basis in the range of $21 million to $28 million, which is adjusted for expected amortization expense of approximately $13 million, charges for fair value markup of inventory sold of approximately $24 million, and integration expense of approximately $8 million totaling approximately $45 million or $0.24 per share.

Segment Results

In conjunction with the April 30, 2014 acquisition of ATMI, the Company is reporting its results in two business segments: Critical Materials Handling (CMH) and Electronic Materials (EM). Summary results by segment are contained in this press release.

CMH provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH's products and subsystems include high-purity materials packaging, fluid-handling and dispensing systems, liquid filters, as well as microenvironments that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for use in high temperature applications.

Entegris will hold a conference call to discuss its results for the second quarter on Tuesday, July 29, 2014, at 10:00 a.m. Eastern Time. Participants should dial 1-785-830-7980 or toll-free 1-800-723-6751, referencing confirmation code 8353950. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. A replay of the call will be available starting July 29, 2014 at 1:00 p.m. (ET) until September 12, 2014. The replay can be accessed by using passcode 8353950 after dialing 1-719-457-0820 or 1-888-203-1112. A live and on-demand webcast of the call can also be accessed from the investor relations section of Entegris' website at www.entegris.com.

ABOUT ENTEGRIS

Entegris is a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high-technology industries. On April 30, 2014, Entegris acquired Danbury, CT-based ATMI, Inc. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.

Non-GAAP Information

The Company's condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered "Non-GAAP financial measures" under the rules and regulations of the SEC. These financial measures are provided as a complement to financial measures provided in accordance with GAAP. We provide non-GAAP financial measures in order to better assess and measure operating performance. Management believes the non-GAAP measures better portray our baseline performance before certain gains, losses or other charges that may not be indicative of our business or future outlook. We believe these non-GAAP measures will aid investors' overall understanding of our results by providing a higher degree of transparency for
certain expenses and providing a level of disclosure that will help investors understand how we plan and measure our business. The reconciliations of GAAP to non-GAAP Statement of Operations, GAAP to Adjusted Operating Income and Adjusted EBITDA, and GAAP to Non-GAAP Earnings per Share are included elsewhere in this release.

Forward-Looking Statements

Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as "anticipate," "believe," "estimate," "expect," "forecast," "may," "will," "should" or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks
include, but are not limited to, fluctuations in the market price of Entegris' stock, Entegris' future operating results, Entegris' ability to successfully integrate the ATMI business and achieve anticipated synergies, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris' periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings "Risks Relating to our Business and Industry," "Manufacturing Risks," "International Risks," "Risks Related to Owning Our Securities," and "Risks Related to the Pending Merger with ATMI, Inc." in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as
well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three months ended

June 28, 2014

June 29, 2013

March 29, 2014

Net sales

$251,578

$177,544

$165,804

Cost of sales

162,910

99,974

94,452

Gross profit

88,668

77,570

71,352

Selling, general and administrative expenses

82,347

35,397

34,787

Engineering, research and development expenses

21,581

13,427

15,690

Amortization of intangible assets

9,390

2,359

2,336

Contingent consideration fair value adjustment

(1,282)

--

--

Operating (loss) income

(23,368)

26,387

18,539

Interest expense (income), net

12,345

(14)

(194)

Other expense (income), net

1,351

(896)

178

(Loss) income before income taxes and equity in net loss of affiliates

(37,064)

27,297

18,555

Income tax (benefit) expense

(22,445)

7,516

4,243

Equity in net loss of affiliates

50

--

--

Net (loss) income

(14,669)

$19,781

$14,312

Basic net (loss) income per common share:

($0.11)

$0.14

$0.10

Diluted net (loss) income per common share:

($0.11)

$0.14

$0.10

Weighted average shares outstanding:

Basic

139,238

139,225

138,927

Diluted

139,238

139,751

139,706

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Six months ended

June 28, 2014

June 29, 2013

Net sales

$417,382

$342,614

Cost of sales

257,362

197,916

Gross profit

160,020

144,698

Selling, general and administrative expenses

117,134

67,818

Engineering, research and development expenses

37,271

25,600

Amortization of intangible assets

11,726

4,646

Contingent consideration fair value adjustment

(1,282)

--

Operating (loss) income

(4,829)

46,634

Interest expense (income), net

12,151

(135)

Other expense (income), net

1,529

(2,123)

(Loss) income before income taxes and equity in net loss of affiliates

(18,509)

48,892

Income tax (benefit) expense

(18,202)

12,714

Equity in net loss of affiliates

50

--

Net (loss) income

($357)

$36,178

Basic net (loss) income per common share:

($0.00)

$0.26

Diluted net (loss) income per common share:

($0.00)

$0.26

Weighted average shares outstanding:

Basic

139,083

139,140

Diluted

139,083

139,791

Entegris, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

June 28, 2014

December 31, 2013

ASSETS

Cash and cash equivalents

$366,983

$384,426

Short-term investments

10,956

--

Accounts receivable, net

181,551

101,873

Inventories

191,225

94,074

Deferred tax assets, deferred tax charges and refundable income taxes

21,150

20,844

Other current assets

33,621

11,088

Total current assets

805,486

612,305

Property, plant and equipment, net

319,871

186,440

Goodwill

328,431

12,274

Intangible assets

336,128

43,509

Deferred tax assets - non-current

37,065

12,039

Other assets

36,548

8,727

Total assets

$1,863,529

$875,294

LIABILITIES AND EQUITY

Long-term debt, current maturities

4,600

--

Accounts payable

69,917

$38,396

Accrued liabilities

66,917

48,816

Income tax payable and deferred tax liabilities

26,894

10,373

Total current liabilities

168,328

97,585

Long-term debt, excluding current maturities

813,100

--

Other liabilities

116,948

20,866

Shareholders' equity

765,153

756,843

Total liabilities and shareholders' equity

$1,863,529

$875,294

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three months ended

Six months ended

June 28, 2014

June 29, 2013

June 28, 2014

June 29, 2013

Operating activities:

Net (loss) income

($14,669)

$19,781

($357)

$36,178

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

11,043

7,311

18,875

14,607

Amortization

9,390

2,359

11,726

4,646

Stock-based compensation expense

2,278

2,081

4,155

3,769

Charge for fair value mark-up of acquired inventory sold

24,293

--

24,293

--

Provision for deferred income taxes

(25,797)

25

(25,467)

1,878

Other

4,394

692

4,907

882

Changes in operating assets and liabilities:

Trade accounts and notes receivable

(17,052)

(6,592)

(24,269)

(19,485)

Inventories

542

623

(7,003)

(3,135)

Accounts payable and accrued liabilities

16,153

1,656

12,599

(5,359)

Income taxes payable and refundable income taxes

(512)

7,206

1,500

7,524

Other

994

(322)

2,510

750

Net cash provided by operating activities

11,057

34,820

23,469

42,255

Investing activities:

Acquisition of property and equipment

(15,165)

(17,991)

(28,945)

(34,131)

Acquisition of business, net of cash acquired

(808,940)

(13,358)

(808,940)

(13,358)

Proceeds from maturities of short-term investments

5,911

--

5,911

20,000

Other

(7,514)

6,535

(7,119)

6,547

Net cash used in investing activities

(825,708)

(24,814)

(839,093)

(20,942)

Financing activities:

Payments on long-term debt

(37,500)

--

(37,500)

--

Proceeds from long-term debt

855,200

--

855,200

--

Payments for debt issue costs

(20,747)

--

(20,747)

--

Issuance of common stock

503

1,448

503

6,322

Taxes paid related to net share settlement of equity awards

(44)

--

(2,033)

--

Repurchase and retirement of common stock

--

(5,605)

--

(9,382)

Other

585

201

829

941

Net cash provided by (used in) financing activities

797,997

(3,956)

796,252

(2,119)

Effect of exchange rate changes on cash

1,976

(1,485)

1,929

(6,202)

(Decrease) increase in cash and cash equivalents

(14,678)

4,565

(17,443)

12,992

Cash and cash equivalents at beginning of period

$381,661

$338,846

$384,426

$330,419

Cash and cash equivalents at end of period

$366,983

$343,411

$366,983

$343,411

Entegris, Inc. and Subsidiaries

Segment Information

(In thousands)

(Unaudited)

Three months ended

Six months ended

Net sales

June 28,
2014

June 29,
2013

March 29,
2014

June 28,
2014

June 29,
2013

Critical Materials Handling

$176,820

$157,269

$145,569

$322,389

$303,933

Electronic Materials

74,758

20,275

20,235

94,993

38,681

Total net sales

$251,578

$177,544

$165,804

$417,382

$342,614

Three months ended

Six months ended

Segment profit

June 28,
2014

June 29,
2013

March 29,
2014

June 28,
2014

June 29,
2013

Critical Materials Handling

$41,069

$35,971

$30,526

$71,595

$65,111

Electronic Materials

22,708

3,874

3,704

26,412

8,353

Total segment profit

63,777

39,845

34,230

98,007

$73,464

Charge for fair value mark-up of acquired inventory

(24,293)

--

--

(24,293)

--

Amortization of intangibles

(9,390)

(2,359)

(2,336)

(11,726)

(4,646)

Unallocated expenses

(53,462)

(11,099)

(13,355)

(66,817)

(22,184)

Total operating (loss) income

($23,368)

$26,387

$18,539

($4,829)

$46,634

Entegris, Inc. and Subsidiaries

GAAP to Non-GAAP Reconciliation of Statement of Operations

(In thousands, except per share data)

(Unaudited)

Three months ended
June 28, 2014

Six months ended
June 28, 2014

U.S.
GAAP

Adjustments

Non-
GAAP

U.S.
GAAP

Adjustments

Non-
GAAP

Net sales

$251,578

$---

$251,578

$417,382

$---

$417,382

Cost of sales(a)

162,910

(24,293)

138,617

257,362

(24,293)

233,069

Gross profit

88,668

24,293

112,961

160,020

24,293

184,313

Selling, general and administrative expenses (b)

82,347

(38,147)

44,200

117,134

(39,428)

77,706

Engineering, research and development expenses

21,581

---

21,581

37,271

---

37,271

Amortization of intangible assets (c)

9,390

(9,390)

---

11,726

(11,726)

---

Contingent consideration fair value adjustment (d)

(1,282)

1,282

---

(1,282)

1,282

---

Operating (loss) income

(23,368)

70,548

47,180

(4,829)

74,165

69,336

Interest expense, net (e)

12,345

(3,951)

8,394

12,151

(3,951)

8,200

Other expense, net (f)

1,351

(212)

1,139

1,529

(212)

1,317

(Loss) income before income taxes

(37,064)

74,711

37,647

(18,509)

78,328

59,819

Income tax (benefit) expense (g)

(22,445)

32,610

10,165

(18,202)

33,889

15,687

Equity in net loss of affiliates

50

---

50

50

---

50

Net (loss) income

($14,669)

$42,101

$27,432

$(357)

$44,439

$44,082

Basic (loss) income per common share:

($0.11)

$0.30

$0.20

($0.00)

$0.32

$0.32

Diluted (loss) income per common share:

($0.11)

$0.30

$0.20

($0.00)

$0.32

$0.32

Weighted average shares outstanding:

Basic

139,238

139,238

139,238

139,083

139,083

139,083

Diluted

139,238

139,919

139,919

139,083

139,812

139,812

The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided as a complement to and should be read in conjunction with the Condensed Consolidated Statements of Operations. The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided to facilitate a better assessment and measurement of the Company's operating performance.

a) Non-GAAP cost of sales for the three and six months ended June 28, 2014 is adjusted for $24.3 million charge for fair value mark-up of acquired ATMI, Inc. (ATMI) inventory sold.

b) Non-GAAP selling, general and administrative expense for the three and six months ended June 28, 2014 is adjusted for $38.1 million and $39.4M, respectively, for deal costs, integration costs, and transaction-related costs related to the ATMI, Inc. acquisition.

c) Non-GAAP amortization expense for the three and six months ended June 28, 2014 is adjusted for $9.4 million and $11.7M, respectively, for amortization expense related to the ATMI and prior acquisitions.

d) Non-GAAP contingent consideration fair value adjustments for the three and six months ended June 28, 2014 is adjusted for $1.3 million for a gain associated with the contingent consideration fair value adjustment.

e) Non-GAAP interest expense for the three and six months ended June 28, 2014 is adjusted for $4.0 million for bridge loan financing costs related to the ATMI acquisition.

f) Non-GAAP other expense for the three and six month ended June 28, 2014 is adjusted for $0.2 million for deal costs related to the ATMI acquisition.

g) Non-GAAP income tax expense for the three and six months ended June 28, 2014 is adjusted for $32.6 million and $33.9 million related to the adjustments noted above and other items related to the ATMI acquisition and other matters.

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA